A Lesson in Spooks and Spiders
by newbienovelistRD
Summary: Spider-Man reluctantly asks Julie Skellington to be his guest teacher at S.H.I.E.L.D Academy. But during class, he and the Web-Warriors meet another unexpected guest. Is this new guest a friend or foe?


**Here is a collaboration story between Redbat132 and myself. Introducing Redbat132's OC, Star Spider. Enjoy and no flames please.**

* * *

"Oh, man! This is so not good!"

The Friendly Neighborhood Spider-Man was walking through the S.H.I.E.L.D. Academy hall, figuring out where to find someone to teach the class today. He was hoping maybe Dare Devil or Black Widow would show, but they got busy on another mission and won't be making it in time.

"Where am I gonna find a teacher at this time now?"

Spider-Man walked into another room and came face to skull with a skeleton with long red hair.

"BOO!"

"AAAHHH!" The superhero screamed and jumped to the ceiling, looking down to see a familiar skeleton girl.

"Hi, Spidey!" the skeleton girl waved to the frightened hero.

"Julie Skellington?! What are you doing here?!" asked Spider-Man.

"To hang with you!" Julie answered.

"Hang out with me? Julie, as much as I enjoy your company, this isn't a good time. I'm looking for a substitute teacher for hero class here," Spider-Man explained, already coming down from the ceiling. "Some of the heroes I called aren't coming today. And I'm running out of time in finding someone available right now."

"Hmmm..." Julie tapped her chin. "I know! I'll teach your class!"

"You?! Uh, Julie? Are you sure you're up in teaching a class of future superheroes?" Spider-Man questioned, having slight doubts about this.

"Of course! My parents haunted home-schooled me and my brothers and sisters. They taught us all kinds of useful lessons that we still use to this day!"

Although he knew this might be a bad idea, Spidey knew that he didn't have much of a choice. "Well...Okay. You can teach the class today. Hopefully, they're important enough to help the team out on hard situations."

"Absolutely!" Julie did a little joy jump. "This is soooo great! I knew this day would liven up!" She hugged Spider-Man. "Me, teaching in the always exciting Boo York City!"

"It's New York." Spidey corrected.

"New York. Got it."

"Let's just go before class starts, okay?" Spider-Man stated, getting out of Julie's hug and making his way to the classroom.

It was a good thing that Spider-Man wore a mask. Because it was hard for him to put on a proud face when he stood at the podium before the students. "Everyone, today we have a very...unique individual that will teach you...uh, lessons that will expand your horizons.

Scarlet Spider and Agent Venom were watching Spider-Man by from the other side of the room.

"What's up with Spidey?" Agent Venom asked Scarlet Spider.

"Who knows?" answered the brooding hero. "You can never tell what's going through that punk's head."

"Anyway, without further ado, meet Miss Julie Skellington. The daughter of the Spirit of Halloween and Pumpkin King, Jack Skellington,"

"What?!" Scarlet Spider gasped, as Julie Skellington walked in carrying a big black box.

"Good morning, students!" Julie warmly greeted the visibly shocked students. "I am here to teach you the ins and outs of fright!" She dropped the box on the table, something that looked like a tentacle slithered out until Julie smacked the tentacle with a ruler, forcing the tentacle to retreat back in the box.

"Um, let's try not to freak people out too much. Okay, Julie?" Spider-Man said, chuckling nervously before walking to the side of the room.

Julie playfully scoffed. "Don't be silly, Spidey. Life's no fun without a good scare."

Spider-Man was suddenly pulled back by Scarlet Spider. "What's going on here?!"

"Yeah! Why'd you invite the queen of creepy to teach?!" asked Agent Venom.

"I swear, this was not my idea!" Spider-Man defended with his hands raised a little bit. "I tried calling in Black Widow or Dare Devil, but none of them would show. Then, Julie showed up to hang out and she volunteered to teach. It was the best I could do."

The two Spiders were dumbfounded.

"Are you...nuts?!" said Scarlet Spider.

Spider-Man groaned and placed a hand covering his face. "Believe me, I couldn't think of another way."

"Okay, class! Today's lesson will be a simple vocal exercise." Julie said to the students. "We will learn to strengthen our screams!"

An awkward silence filled the room.

Frances Beck raised her hand.

"Yes. You have a question?" Julie inquired.

"Um, what does screaming have to do with being a hero?" asked the daughter of Mysterio.

"A lot! When channeling the right amount of power, a scream can terrify your enemies into submission! Like so..." Julie closed her eye sockets, took a few deep breaths, and became deathly quiet.

Everyone, including the Web Warriors, watched Julie take one more deep breath.

"AAAAAAAAAAAAAAAAAAAAAAAAAAAAAHHHHHHHHHHHHHHHHHH!"

Julie let out the most horrific, ear-splitting shriek ever heard by human ears. The students jumped out of their seats. The Web-Warriors had their backs to the wall.

Pieces of paper scattered everywhere as Julie smiled, proud of her demonstration. "See? A good scream goes a long way."

"Oh, boy. What have I gotten myself into?" Spider-Man muttered, whom knew this wasn't gonna end well.

Per Julie's orders, the students gathered before the skeleton girl so she can individually check each students' screams.

"Okay, Miss Watson. Please scream as loud as you can." Julie said politely.

A bit unsure, May Jane Watson, aka Spider-Woman, screamed as loud as she physically can.

"Hmm...not bad. Very shrill. But I could sense fear within that scream. You must not let shyness hold you back from letting out an excellent scream. Now, once more, with raw feeling! Envision if you found the perfect person to scare, let the rush of the thrill drive through you, then uncork a scream that'll make them jump right out of their skin!"

"Okay," Spider-Woman took a deep breath and visualized like Julie said. She took a few deep breaths, then screamed.

"AAAAAAAAAAAAAAAAAAHHHHH!"

Julie clapped her hands. "Very good, Miss Watson! Very good!"

"Well, I got to admit. MJ does a pretty good shriek to terrify villains," Spider-Man noted.

"Okay, class. Scream exercises are important, but they can't be continued long." Julie reached into her box and took out a large container full of a gross green liquid. "We'll take a break to rest our voices and move onto the next lesson. I made some special swamp water soup to soothe the vocal cords." Julie poured the nauseating soup into several bowls. "Be sure to inhale the fumes to get the full healing effect."

Nearly all of the students gagged at the sight of what Julie had. Some even felt like losing their lunch. Even Spidey and his Web-Warrior friends.

"And I thought high school cafeteria food was bad," Spider-Man quipped.

"Looks and smells worse than Monday's Mystery Meat Special," Agent Venom agreed, covering where his mouth is. "I'll never complain about that food ever again."

"What's really remarkable about swamp water soup is that whether it's served hot or cold, it still has that healing factor! Simply inhale through the nose," Julie took a big whiff of the soup. "And out through the mouth." she breathed out.

Scarlet Spider was near the point of losing his patience by lightly growling. "Spidey, this is clearly getting us nowhere. You have to end this insanity right now before things get anymore worse."

"Okay! Okay! I'll break it to her gently." said Spider-Man.

"Well, make it quick!" Agent Venom gagged. "I can smell that swamp soup from here!"

Spider-Man took a breath and walked over to Julie. "Um, Julie-"

Just then, Spider-Man's spidey senses kicked in.

"LOOK OUT!" Spider-Man reacted and tackled Julie away from what was coming.

Abruptly, someone or something crashed through the ceiling, rolled across the room, and slammed into the wall. There was dust everywhere.

"Everyone okay?" Spidey called out, coughing a bit..

The students gave a small shout out, indicating that all of them were fine.

"Is this a new student?" Julie pointed to whoever or whatever came crashing into the room.

"New student?" Spider-Man stood back up and went to take a closer look, only to be surprised at what he saw. "No way."

Agent Venom and Scarlet Spider went over to become shocked, as well.

"Is that...Another spider!?" Agent Venom asked.

"Not just any spider," Scarlet Spider noted, his eyes seriously wide.

When the dust cleared, it revealed a female spider heroine! She had brown hair held into a small wavy high ponytail with some side hair coving her ears, fair skin, and red lips. Her eyes were concealed with a white mask with only red magenta outlines of where her eyes are located. Her hooded white suit had black outlines accustomed with some red magenta spots and black web designs shown inside her hood, shoulders, elbows, thighs, hands in the style of fingerless gloves, and lower legs that had black slippers with white soles attached to the one-piece suit. She even had black fang marks on her torso and knees. Along with a black Araneus symbol on her chest plus a silver belt around her waist. But what made this spider heroine fierce were the red spikes shown on her shoulders, elbows, and lower calves. And they appear to retract when getting close to her own skin; as if the spikes have a mind of their own in avoiding to sting its host.

"Ugh...My head," She muttered, placing a hand on her forehead while still a bit dizzy.

The female spider gasped when she found herself surrounded by the Web-Warriors.

"Spider-Man? Agent Venom? Scarlet Spider?" the white spider girl quickly got up to realize that she was in a classroom filled with future heroes. "Oh, man. This is _so_ not how I wanted to meet you guys." she muttered, feeling embarrassed on the inside.

"Who are you?!" asked Spider-Man.

"Uh, as much as I love to introduce myself, I can't right now," The female spider stated, putting her hood back up and already running back to where she came. "Got a baddie to battle! Sorry for crashing your class! Real big fan of you and everyone here! Bye!" she quickly said, before webbing out of here.

"STOP HER!" Scarlet Spider yelled, already going after this new spider.

"You heard Scarlet. Everyone, divide into groups and make sure this new spider doesn't escape!" Spider-Man ordered. "Web-Warriors, you're with me in chasing after her. Let's go!"

* * *

Meanwhile, the white spider girl was almost to the city when a broomstick smacked her across the face.

Landing hard on a rooftop, the female spider saw a skeleton riding a broomstick, like a witch.

"Whoa! A Skeleton Witch Hero?! Crazy!" the Female Spider exclaimed, already getting back up again. "You wouldn't' happen to be a new recruit of the Howling Commandos, would you?"

Julie made a funny look. "I don't know what you're talking about. But you're coming with us."

"Us?"

Spider-Man landed on the same rooftop. "Yeah, us."

"Whoa, whoa, whoa! You got it all wrong! I'm on your side!" the female spider reasoned with her hands up in defense. "And I'm trying to get back on a fight with some metal bug creep I need to finish before things get ugly."

Scarlet Spider and Agent Venom arrived on the scene. "Got proof, punk?" Scarlet Spider hissed, unsheathing his stingers.

"I would, but he got away and you guys won't let me through to stop him!" the female spider responded in a peeved way, unleashing her own stingers from her wrists that matched her spikes. "Either you let me go or I'll make you. And believe me, I seriously don't have time nor want to fight any of you."

Scarlet, along with the others, were amazed yet surprised that this new spider has almost the same stingers as the brooding hero.

"HEADS UP!" Julie exclaimed.

The Beetle came swooping down and sucker-punched the female spider across the face.

"OOF!" the female spider found herself tumbling again but managed to stick the landing. "See?! That's the same robot who blasted me all the way through your HQ in the first place! Believe me now?!"

"Okay, number one: that's not a robot. That's a guy in a suit." Spider-Man corrected. "And number two-"

"LOOK OUT!" Agent Venom moved Spider-Man aside when the assassin tossed several mini bombs.

"Wait, he's just a guy in a suit this whole time?!" the female spider stated in surprise, only to see one of Beetle's bombs about to hit Scarlet Spider. "Scarlet, get down!"

Acting fast, she used her webs to get Scarlet's back and pulled him to where she was to avoid getting blasted to bits from that mercenary maniac. Of course, that move ended with those two tumbling down and their faces close to each others. Scarlet was on top of the girl spider where he seemed to be a bit frozen in surprise when staring at her and vice versa.

"Uh...Thanks," Scarlet Spider managed to say.

"No Problem...Could you, um, get off me now?" the female spider asked, her cheeks slowly turn red a little.

Not hesitating nor saying another word, Scarlet Spider did just that with the female spider doing the same.

"That's it! He's mine!" Julie flew toward Beetle. "This is going to take all the scary I have in me!"

She flew right up to Beetle and made her scariest face. Her red hair began flying wildly around her. Her white bones turned black as two beady yellow eyes formed in her sockets. Her mouth became a hideous, gaping maw full of white, jagged teeth.

"AAAAAAAAAAAAAAAAAAAAAAAAAAAAAHHHHHHHHHHHHHHHHH!"

The Beetle screamed in fear of Julie's nightmarish form. The shock was so great, his suit started to spark and buzz wildly. The entire suit fell apart.

Although amazed and scared inside on what just happened, the female spider quickly took her chance and started running towards Beetle.

"Mess with the spider, you get the fangs!" she quipped, making a giant leap and hitting the unarmored Beetle with her wrist stingers to his chest.

The Beetle screamed in pain; falling to his knees, completely helpless.

The female spider landed with grace, taking a few deep breathes on that tough battle. "That...should hold him for a bit. One touch from any of my stingers, and any living being becomes immobilized temporarily."

She then looked at Julie. "But...what did you do to that space suit of his?!"

"Simple. I scared it off of him." Julie replied casually. "But enough about me. Who are you?"

"Oh! Right," the female chuckled sheepishly, already rubbing her neck while turning her head to look at Spider-Man. "My name is Star Spider. I'm a big fan of your work. Same to your team and the other heroes you're training, from what I saw. I really can't thank you guys enough in helping me out on that battle. If I'd known from the beginning that I was battling a guy in an armored suit, I would have already stunned him on the spot and have this fight done with half an hour ago."

"Thanks, we're flattered." said Spider-Man. He quickly used his webs to restrain Star Spider. "But I think you better come with us."

He and the others expected the new spider to be surprised or angry for webbing her up. Instead, she just remained calm.

"I'd love to, Spider-Man. Really, I would. But it's almost past my curfew and I cannot be late in getting back home," Star Spider commented, only to get out of the webs restraining her with ease using some crazy strength and her sharp spikes. "So, I'll have to gently decline your invitation of your superhero hospitality, for now."

"Wait, wha-?!" Spidey didn't finish that comment on that unexpected move because he found himself webbed to the rooftop floor. "Hey!"

Before anyone could stop and catch her again, Star Spider webbed everyone down in less than a few seconds. She also doubled-if not tripled-her web power on Agent Venom and Julie, for safety measures in restraining them.

"Also, again, really sorry for making damage to your hero school place. I'll be sure to be more careful next time," She turned her head to Scarlet Spider and gave a small smirk. "However, I hope to see you all again soon. Especially you, Scar-Boy."

Star Spider gave a wink at the brooding hero before webbing herself out of here and disappeared from everyone's view.

"...Did that just happened?" Scarlet Spider managed to say.

Soon, Patrioteer, aka Harry Osborn, and Spider-Woman arrived to help the heroes. "Guys! What happened?!" asked Spider-Woman.

"Well, the good news is, we found out who the new spider is and how she ended up crashing here in the first place," Spider-Man answered, seeing Spider-Woman cut him out of his own webs and helps him up with Patrioteer doing the same with the others still trapped in webbing. "She calls herself Star Spider. And she was having some difficult battle with Beetle."

"Hey! Where is Beetle?!" asked Agent Venom, looking around to notice that mercenary wasn't at the same spot anymore.

"Over here."

The gang looked over and found Beetle tied up in vines, which appear to be Julie's doing.

"Whoa! You have plant powers?!" Agent Venom said in disbelief.

"Not really." Julie took out several normal looking pumpkin seeds from her pocket. "Magic pumpkin seeds. The vines come in handy for gardening.

"Guess Star Spider wasn't kidding about her stingers stunning an opponent temporarily," Spidey pointed out.

"Stingers? You mean like the same ones Scarlet has?" Patrioteer asked. "She has those, too?"

"Sort of. Apparently, whoever Star Spider is, she's surprisingly strong enough to break through my webs and escaped,"

"Question is, who is she and where did she come from?" Scarlet Spider wondered out loud, staring at the direction of where Star Spider left. He had no idea why, but the brooding hero started to get some strange vibes of her that he couldn't describe.

If only the heroes knew the mysterious Star Spider was closer than they knew.

* * *

"Only less than five minutes left before he gets back. I can make it," Star Spider muttered to herself, as she kept swinging, flipping, and moving very fast.

The female soon reached towards a fancy penthouse that was straight ahead. She went to a slightly opened window and closed it behind her when entering inside. The room was decorated with jungle themed items and stuffed exotic animals on the bed.

Star Spider let out a small sigh and smiled. "Feels good to be back home."

In a few minutes, Star Spider removed her outfit to reveal that she was just a teenager. She untied her brown ponytailed hair and made it in the style of a sided braid on her left shoulder. She also removed her mask to show her brown eyes, and wiped the lipstick off to have pink lips with a cleaning rag. Before taking out her suit, she closed her eyes and focused deeply in making red stingers around her body retract back until they were no longer seen. Her regular outfit was a baby blue necklace halter top, cream colored jeans held by a dark blue belt plus gold belt buckle, and white boots. For accessories, she had golden earrings, silver wrist watch on her right wrist, and a pink and blue braided bracelet on her left.

"I can't believe I actually got to meet Spider-Man and his team!" She said to herself in the dresser mirror happily, sitting down a chair close to it. "Not the best first impression I was going for, but it still worked out."

The unmasked teen soon gave a sad smile at her reflection. "Maybe they'll accept me for who I am without judging my background. After all, Spider-Man forgave Scarlet Spider for his mistake with Doc Ock. Who says the same thing can't happen to me, one day?"

She sat on the couch and grabbed the remote control. The second she turned on the TV, the door opened then slammed shut.

"WHERE HAVE YOU BEEN?!" an accented, masculine voice snarled.

Star Spider rolled her eyes, recognizing that voice anywhere. "Hi, dad."

"I have been calling you for hours! I thought you were not home or something happened!"

"I was practicing my lessons all day. My phone died from playing music and had to recharge it," the teen girl answered, as if it wasn't a big deal.

She tried to change the channel, but her father's strong hand took it and smashed it in his mighty grip.

"Hey! Dude!" Star Spider shouted.

"Do not 'Dude' me."

Star Spider glared at her father; it was Kraven the Hunter.

"Come on, dad. It was one small mistake. I promise not to do it again," Star Spider replied.

Kraven narrowed his eyes. "You better not." He stormed away into his bedroom.

Sighing, Star Spider went to her bed and laid on it. Despite being so hard on her, the spider heroine knew that, deep down, Kraven was just concerned for her safety. He just has a weird and slightly aggressive way of showing it. Not to mention Kraven normally acts all ferocious when things don't go his way or having a bad day.

"Awesome job, Rose Hunter. Now you have to take account for phone calls whenever dad has to check on you," she said to herself with a groan and placed her hands on her face. "Ugh, how does Peter Parker even pull this off as Spider-Man for so long?"

Star Spider aka Rose Hunter got up and walked to the window. She had the most beautiful view of New York City that made her smile a bit. "Oh, well. We'll meet again, Spider-Man. I hope it'll be soon."

* * *

_**Redbat132: This is my first ever Spider-sona character. I have RD to thank for helping me make this story. Hope you all enjoy this. And rest assured, Star Spider will return. ;)**_

_**newbienovelistRD: And Redbat132 has already made drawings of Star Spider and her alter-who in their deviantart page! Feel free to take a peek! :)**_


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